Common use of Guaranty Trigger Clause in Contracts

Guaranty Trigger. (1) If, at any time after the Closing Date, the Guaranty Trigger shall occur, the Company shall cause each directly or indirectly owned Wholly-Owned Subsidiary of the Company that is (i) a Domestic Subsidiary or a Canadian Subsidiary, (ii) a Look-Through Subsidiary (except under the circumstances contemplated by Section 6.13 with respect to a Canadian Subsidiary, in which case the requirements of this clause (ii) shall not apply to such Canadian Subsidiary) and (iii) not otherwise excluded from the requirements of this Section 6.14 pursuant to clause (2) below (such Subsidiary, so long as it satisfies each of the foregoing criteria, an “Eligible Subsidiary Guarantor”) to become a Guarantor and in the case of an Eligible Subsidiary Guarantor that is a Domestic Subsidiary which owns Eligible Pledged Securities, to become a Pledgor (and the Company itself shall also become a Pledgor) for the purpose of pledging such Eligible Pledged Securities (subject to the limitations set forth in the Pledge and Security Agreement) in accordance with the requirements of Section 6.14(c); provided, however, that the requirements to become a Pledgor shall not apply to any Subsidiary so long as such Subsidiary does not own any Eligible Pledged Securities. (2) Notwithstanding anything to the contrary contained above in this Section 6.14 or anything else in this Agreement or in any other Loan Document, no Subsidiary shall be an Eligible Subsidiary Guarantor and required to become a Guarantor and/or Pledgor, as applicable, if any one or more of the following circumstances applies to such Subsidiary: (i) such Subsidiary’s only assets consist of $5,000 or less in cash; (ii) such Subsidiary, or the direct or indirect parent company or general partner of such Subsidiary whose only significant asset (in each case) is the equity ownership of such Subsidiary (or the direct or indirect parent company of such Subsidiary), enters into (or is a party to) a material contract pursuant to a transaction otherwise permitted under this Agreement and the terms of which prohibit or restrict such Subsidiary from executing a counterpart of the Subsidiaries Guaranty and/or the Pledge and Security Agreement (and from becoming a guarantor and/or pledgor under the Senior Notes or other Indebtedness other than Indebtedness incurred under such material contract); or (iii) the terms of any applicable Laws prohibit or restrict such Subsidiary from executing a counterpart of the Subsidiaries Guaranty and/or the Pledge and Security Agreement provided, however, that (A) the Company or the applicable Subsidiary shall have exercised commercially reasonable efforts to provide the guaranty and/or pledge contemplated hereby while complying with such applicable Laws and (B) the failure to comply with such applicable Laws would present a risk of material forfeiture or liability for the Company or the applicable Subsidiary or personal liability for any director or officer of the Company or the applicable Subsidiary or the Administrative Agent otherwise determines that compliance with such applicable Laws is advisable and provided, further, however, that this clause (iii) shall not apply to actions by a Domestic Subsidiary.

Guaranty Trigger. (1) If, at any time on or after the Closing Date, the Guaranty Trigger shall occurexist, the Company shall cause each directly or indirectly owned Wholly-Owned Subsidiary of the Company that is (i) a Domestic Subsidiary or a Canadian Subsidiary, (ii) a Look-Through Subsidiary (except under the circumstances contemplated by Section 6.13 with respect to a Canadian Subsidiary, in which case the requirements of this clause (ii) shall not apply to such Canadian Subsidiary) and (iii) not otherwise excluded from the requirements of this Section 6.14 pursuant to clause (2) below (such Subsidiary, so long as it satisfies each of the foregoing criteria, an “Eligible Subsidiary Guarantor”) to become a Guarantor and in the case of an Eligible Subsidiary Guarantor that is a Domestic Subsidiary which owns Eligible Pledged Securities, to become a Pledgor (and the Company itself shall also become a Pledgor) for the purpose of pledging such Eligible Pledged Securities (subject to the limitations set forth in the Pledge and Security Agreement) in accordance with the requirements of Section 6.14(c); provided, however, that the requirements to become a Pledgor shall not apply to any Subsidiary so long as such Subsidiary does not own any Eligible Pledged Securities. (2) Notwithstanding anything to the contrary contained above in this Section 6.14 or anything else in this Agreement or in any other Loan Document, no Subsidiary shall be an Eligible Subsidiary Guarantor and required to become a Guarantor and/or Pledgor, as applicable, if any one or more of the following circumstances applies to such Subsidiary: (i) such Subsidiary’s only assets consist of $5,000 or less in cash; (ii) such Subsidiary, or the direct or indirect parent company or general partner of such Subsidiary whose only significant asset (in each case) is the equity ownership of such Subsidiary (or the direct or indirect parent company of such Subsidiary), enters into (or is a party to) a material contract pursuant to a transaction otherwise permitted under this Agreement and the terms of which prohibit or restrict such Subsidiary from executing a counterpart of the Subsidiaries Guaranty and/or the Pledge and Security Agreement (and from becoming a guarantor and/or pledgor under the Senior Notes or other Indebtedness other than Indebtedness incurred under such material contract); or; (iii) the terms of any applicable Laws prohibit or restrict such Subsidiary from executing a counterpart of the Subsidiaries Guaranty and/or the Pledge and Security Agreement provided, however, that (A) the Company or the applicable Subsidiary shall have exercised commercially reasonable efforts to provide the guaranty and/or pledge contemplated hereby while complying with such applicable Laws and (B) the failure to comply with such applicable Laws would present a risk of material forfeiture or liability for the Company or the applicable Subsidiary or personal liability for any director or officer of the Company or the applicable Subsidiary or the Administrative Agent otherwise determines that compliance with such applicable Laws is advisable and provided, further, however, that this clause (iii) shall not apply to actions by a Domestic Subsidiary; or (iv) any Subsidiary that is party to a bona fide tax sharing agreement where the incurrence of the guaranty would trigger liabilities owing by such Subsidiary under such agreement.

Guaranty Trigger. (1) If, at any time after the Closing Date, the Guaranty Trigger shall occur, the Company shall cause each directly or indirectly owned Wholly-Owned Subsidiary of the Company that is (i) a Domestic Subsidiary or a Canadian Subsidiary, (ii) a Look-Through Subsidiary (except under the circumstances contemplated by Section 6.13 with respect to a Canadian Subsidiary, in which case the requirements of this clause (ii) shall not apply to such Canadian Subsidiary) and (iii) not otherwise excluded from the requirements of this Section 6.14 pursuant to clause (2) below (such Subsidiary, so long as it satisfies each of the foregoing criteria, an “Eligible Subsidiary Guarantor”) to become a Guarantor and in the case of an Eligible Subsidiary Guarantor that is a Domestic Subsidiary which owns Eligible Pledged Securities, to become a Pledgor (and the Company itself shall also become a Pledgor) for the purpose of pledging such Eligible Pledged Securities (subject to the limitations set forth in the Pledge and Security Agreement) in accordance with the requirements of Section 6.14(c); provided, however, that the requirements to become a Pledgor shall not apply to any Subsidiary so long as such Subsidiary does not own any Eligible Pledged Securities. (2) Notwithstanding anything to the contrary contained above in this Section 6.14 or anything else in this Agreement or in any other Loan Document, no Subsidiary shall be an Eligible Subsidiary Guarantor and required to become a Guarantor and/or Pledgor, as applicable, if any one or more of the following circumstances applies to such Subsidiary: (i) such Subsidiary’s only assets consist of $5,000 or less in cash; (ii) such Subsidiary, or the direct or indirect parent company or general partner of such Subsidiary whose only significant asset (in each case) is the equity ownership of such Subsidiary (or the direct or indirect parent company of such Subsidiary), enters into (or is a party to) a material contract pursuant to a transaction otherwise permitted under this Agreement and the terms of which prohibit or restrict such Subsidiary from executing a counterpart of the Subsidiaries Guaranty and/or the Pledge and Security Agreement (and from becoming a guarantor and/or pledgor under the Senior Notes or other Indebtedness other than Indebtedness incurred under such material contract); or; (iii) the terms of any applicable Laws prohibit or restrict such Subsidiary from executing a counterpart of the Subsidiaries Guaranty and/or the Pledge and Security Agreement provided, however, that (A) the Company or the applicable Subsidiary shall have exercised commercially reasonable efforts to provide the guaranty and/or pledge contemplated hereby while complying with such applicable Laws and (B) the failure to comply with such applicable Laws would present a risk of material forfeiture or liability for the Company or the applicable Subsidiary or personal liability for any director or officer of the Company or the applicable Subsidiary or the Administrative Agent otherwise determines that compliance with such applicable Laws is advisable and provided, further, however, that this clause (iii) shall not apply to actions by a Domestic Subsidiary; or (iv) any Subsidiary that is party to a bona fide tax sharing agreement where the incurrence of the guaranty would trigger liabilities owing by such Subsidiary under such agreement.